Exhibit 4.21


 


Announcement
of Commencement of Public Distribution of the Second Issue 

of Commercial Paper Securities by


 


 





 


LISTED COMPANY


CNPJ No 06.981.176/0001-58


Av. Barbacena, 1200, 12th Floor,
B1 Wing, Santo Agostinho,


Belo
Horizonte, Minas Gerais, Brazil


 


ISIN:
BRCMGTNPM015


 


Lead Manager:





 


In the amount of


 


R$ 200,000,000.00


 

















 


1.             CORPORATE
DECISIONS


 


The Second Issue of
Commercial Promissory Notes (“the Offering”, “the Issue”, and “the Securities”)
was approved at a meeting of the Board of Directors of Cemig Geração e
Transmissão S.A. (“Cemig Geração e Transmissão”, the “Issuer” or “the Company”)
held on October 30, 2007 (“the Board Meeting”). 


 


2.             INFORMATION
ABOUT THE ISSUE


 


2.1.          Total
amount of the Issue


 


The total amount of
the issue is R$ 200,000,000.00 (two hundred million Reais).


 


2.2.          Quantity
of Securities 


 


The issue is made up
of 20 (twenty) Commercial Paper Securities (Promissory Notes).


 


2.3.          Nominal
unit value


 


The par value (“the
Nominal Unit Value”) of the Securities is R$ 10,000,000.00 (ten million Reais).


 


2.4.          Series


 


The Securities will
be issued in a single series.


 


2.5.          Remuneration


 


Remuneration
interest shall be due, at the rate of 101.5% (one hundred and one point five
per cent) of the average daily rate for interbank deposits known as the “DI
over extra-grupo Rate”, expressed in the form of an annual rate in per cent, on
the 252 (two-hundred-and-fifty-two)-business-day, calculated and published
daily by the CETIP (Custody and Settlement Chamber) in its daily bulletin available
on its Internet page (http://www.cetip.com.br) (“The DI Rate” and “the
Remuneration”). The Remuneration shall be calculated exponentially and
cumulatively pro rata tempore per business day, applicable to the Nominal Unit
Value of each Promissory Note from the date of the actual subscription and
paying-up (“Issue Date”) of the Securities up to the respective Maturity Date,
in accordance with the following formula:


 


J = VNe X (InterestFactor
– 1) ,


Where:


 


J =              unit
value of the remuneration interest, calculated to 6 (six) decimal places,
without rounding, payable at the end of the Capitalization Period.


 


VNe =        the
Nominal Value of the issue, published/calculated to 6 (six) decimal places,
without rounding.


 


InterestFactor =      product of the DI Rates, summed exponentially with
a percentage factor, from the start date of the Capitalization Period,
inclusive, up to the date of termination of Capitalization Period exclusive,
calculated to 8 (eight) decimal places, with rounding, as found by the
following formula:


 


Where:


 


	
  Interest Factor =

  	
  

  
	 
	
  n =

  	
  the total number of days of the DI Rate used in the updating of the
  asset, where “n” is a whole number.

  	 

	 
	
   

  	
   

  	 

	 
	
  P =

  	
  101.5% (percentage applied to the DI Rate).

  	 

	 
	
   

  	
   

  	 

	 
	
  TDIk =

  	
  the DI Rate, expressed by day, calculated to 8 (eight) decimal
  places, with rounding, as follows:

  	 

					



 

















 


	
   

  	
  

  



 


Where:


 


DIk =         The
DI Rate published by CETIP, valid for 1 (one) business day (“overnight”), used
to 2 (two) decimal places. “Capitalization Period”:         This is the time interval starting on the Issue
Date, inclusive, and ending on the date of payment of the Nominal Unit Value of
the Security, exclusive, plus the Remuneration.


 


If at any time during the period of validity of the Securities the DI
Rate is not published, the last previous available DI Rate shall be applied,
and in this event no offsetting between the Issuer and the holders of the
Securities shall be payable when the DI Rate that would be applicable is
subsequently published. 


 


If the DI Rate
ceases to be published for a period of more than 10 (ten) days, or if it is
abolished or if there is a legal impossibility of application of the DI Rate to
the Securities, the legal parameter which is established, if any, shall be used
in substitution of it. If there is not a substitute legal parameter for the DI
Rate, then the weighted average rate of remuneration of Brazilian short-term
federal public securities with maturity of 180 (one hundred and eighty) days
traded in the prior 30 (thirty) days, at the time of the occurrence, shall be
used.


 


For the purposes of
the Issue, the expression “Business Day” means any day, with the exception of
Saturdays, Sundays, and national holidays.


 


2.6.          Date
of Issue and form of paying-up


 


For all intents and
purposes, the Date of Issue of the securities shall be the date of their actual
subscription and paying-up (“the Issue Date”). The securities shall be
subscribed for Nominal Unit Value, in Brazilian currency, at sight, on the date
of subscription


 


2.7.          Subscription
Price


 


The securities shall
be subscribed for their Nominal Unit Value (“the Subscription Price”).


 


2.8.          Period
of subscription and paying-up


 


The Securities must
be subscribed and paid-up within 10 (ten) business days from the date of
publication of this Announcement of Commencement of Distribution of Commercial
Paper Securities (“the Commencement Announcement”), subject to the provisions
of item 4.2 below. 


 


2.9.          Form


 


The Security shall
be nominal, and issued in physical form, and shall be held on deposit at an
institution qualified to provide the services of custody. The Securities shall
be transferred by nominal endorsement, resulting in simple transfer of
ownership.


 


2.10.        Use
of proceeds 


 


The proceeds from
the public distribution of the Securities will be used:


 


·      to replenish the cash used in the payment of principal of the company’s
debt taking place since January 2007 up to the date of receipt of the funds,
estimated at R$161.5 million, among which an important element is payment of
R$143.0 million to the Brazilian Development Bank (BNDES);


 


·      to pay debts becoming due by the end of the year estimated at R$ 38.5
million.


 

















 


2.11.        Early
redemption


 


The Company may
effect early redemption of the Securities, at its exclusive option, provided
that the holders thereof are in agreement, in accordance with the applicable
legislation. In the event of partial early redemption, this shall take place by
lottery, in accordance with Paragraph one of Article 55 of Law 6404 of December
17, 1976, as amended. 


 


2.12.        Period
of Maturity


 


The maturity period
of the Promissory Notes shall be 180 (one hundred and eighty) calendar days
from the date of subscription (“the Maturity Date”).


 


2.13.        Early
maturity events


 


The holders of the
Securities may declare automatic early maturity of all the obligations arising
from the Securities that they hold and demand immediate payment by the issuer
of the Nominal Unit Value of the Securities plus the Remuneration and charges
calculated pro rata tempore, from the Issue Date, by letter formally delivered
or with advice of receipt addressed to the head office of the Issuer, in any of
the following events:


 


i)              decree of bankruptcy of the Issuer; or
dissolution and/or liquidation of the Issuer; or application for judicial or
out-of-Court recovery or bankruptcy formulated by the Issuer; or further, any
analogous event which may characterize a state of insolvency, including
agreement with creditors, in accordance with the applicable legislation;


 


ii)             legitimate and reiterated protest of
securities against the Issuer with individual or aggregate value unpaid
exceeding R$ 50,000,000.00 (fifty million Reais), unless the protest shall have
been filed in error of due to bad faith of third parties, and provided this is
validly proven by the Issuer, or if it is canceled or, further, validly contested
in the Courts, in any event, within a maximum period of 30 (thirty days)
calendar days from the date of maturity of the obligations;


 


iii)            early maturity of any pecuniary obligation
of the Issuer, arising from default on an obligation to pay any individual or
aggregate amount in excess of R$ 50,000,000.00 (fifty million Reais);


 


iv)           change, transfer or direct or indirect
assignment of the stockholding control of the Issuer, other than by legal
order, without the prior consent of the holders;


 


v)            absorption of the Issuer by another
company, split or merger of the Issuer, unless by legal orders;


 


vi)           privatization of the Issuer and/or
Guarantor;


 


vii)          termination, for any reason whatsoever, of
any of the concession contracts held by the Issuer that represent an adverse
material impact on the payment capacity of the Issuer; or


 


viii)         unjustified default by the Issuer, or absence
of legal and/or Court measures required for the non-payment of any debt or any
obligation to pay, under any agreement in which it is lender or guarantor, with
individual or aggregate amount exceeding R$ 50,000,000.00 (fifty million
Reais).


 


2.14.        Placement
regime


 


The Lead Manager
shall carry out the distribution of the Securities on the Firm Guarantee of
Subscription basis.


 


2.15.        Trading


 


The Securities shall
be traded in the over-the-counter market, through the NOTA system administered
by “Andima” (the National Association of Financial Market Institutions) and
operated by


 


2.16.        Place
of payment 


 


The payments
relating to the Securities registered with NOTA shall be carried out in
accordance with the procedures of CETIP, or, for the holders of the Securities
who are not linked to the third system, at the head office of the Issuer.


 

















 


2.17.        Charges
for arrears


 


If there is a failure
of punctuality in the payment of any amount payable to the holders of the
Securities, the overdue units shall be subject to: (a) arrears interest
calculated from the day of default to the date of actual payment, at the rate
of 1% (one per cent) per month, on the amount owed, independently of the price,
or notification or action in or outside the Courts; and (b) a conventional
arrears penalty payment, irreducible and of a compensatory nature, of 2% (two
per cent) on the amount due and unpaid.


 


2.18.        Target
public


 


The Offering shall
be destined solely and exclusively to qualified investors, as defined by
Article 109, sub-item (i) of CVM Instruction 409 of 18 August 18, 2004
(“Qualified Investors”). 


 


Any other investors
who are not Qualified Investors should be fully aware that the present offering
is not appropriate, since it is destined exclusively for Qualified Investors
who have sufficient specialization and knowledge to take an independent
investment decision on the proper grounds.


 


3.             Statement
by the Company and the Lead Manager


 


3.1.          Under
the applicable regulations, the Issuer is responsible for the veracity of the
information contained in the Commencement Announcement and also any information
provided to the market at the time of the registry and the public distribution,
and warrants that that information is true, correct, consistent and sufficient,
in accordance with a statement given by the Issuer pursuant to item 7 of the
Appendix to Instruction 155 of August 7, 1991, (“CVM Instruction 155”),
and Article 56 of CVM Instruction 400 of December 29, 2003, (“CVM Instruction
400”).


 


3.2.          The
Lead Manager warrants that it has taken all the measures of care and acted with
high standards of diligence to ensure that all the information provided to the
market on the occasion of the registry and the public distribution is true,
consistent, correct and sufficient, in accordance with the statement given by
the Lead Manager pursuant to item 7 of the Appendix to Instruction 155 of the
CVM, and Article 56 of CVM Instruction 400, of December 29, 2003.


 


4.             DISTRIBUTION
PROCEDURE


 


4.1. The Securities shall be the object of a public distribution,
intermediated by financial institutions that are part of the Securities
Distribution System. The sharing criterion shall be of proportionality to the
volume of orders placed by investors. There shall be no prior reserves nor
setting of maximum or minimum lots. No contract for stabilization of the price
of the Securities shall be signed. No fund to sustain liquidity for the Securities
shall be constituted. No type of discount shall be granted by the Lead Manager
to investors interested in requiring the Securities.  


 


4.2.          The
placement of Securities shall begin, in accordance with Article 3 of CVM
Instruction 429 of March 22, 2006 (“CVM Instruction 429”), only 5 (five)
business days (“Automatic Registry”) after: (i) filing of the
application with the CVM; (ii) publication of this Commencement Announcement;
and (iii) availability of the Term Sheet, as described in Item 4.5 below. The
placement of the Securities shall be carried out in accordance with the
procedures of the Promissory Note System (“NOTA”), administered by Andima and
operated by CETIP.


 


4.3.          If
the CVM does not grant Automatic Registry, the terms and conditions of this
present Issue shall remain in force, but the period of 5 (five) days referred
to in item 4.2 shall be replaced by the periods referred to by CVM Instruction
134 of February 1, 1990, and the term “Automatic Registry” shall be replaced by
“Registry”, which shall have the following meaning: “concession of registry of
the issue by the CVM”. 


 


4.4.          Subject
to compliance with the applicable regulations, the Lead Manager shall carry out
the public distribution of the Promissory Notes, in such a way as to ensure: (i)
that the treatment given to investors is fair and equitable; and (ii) the
investment is adapted to the risk profile of its clients.


 


4.5           In
accordance with the option provided for in Article 1 of CVM Instruction, for
the purposes of this Issue no prospectus nor any advertising material intended
for public disclosure shall be used, other than this Announcements of
Commencement and Closing of the Distribution, and the Summary of Information on
the Issue as specified in Appendix I of CVM Instruction 155.


 

















 


5.             LOCATIONS
FOR ACQUISITION OF THE SECURITIES


 


Those interested in
acquiring the Securities may contact the Lead Manager of the Offering at the
following address:


 


CAIXA ECONÔMICA FEDERAL
 Av.
Paulista 2300 – 12th Floor

01310-300 São Paulo, SP, Brazil 

Att.:        Alexandre Parisi

Tel: (+55 11)          3555 6200

Fax: (+55 11)          3211 0130

E-mail:    gemef@caixa.gov.br

Internet: www.1.caixa.gov.br/download/index.asp 


 


6.             ADDITIONAL
INFORMATION


 


A full presentation
of the details of this Offering is available on the web pages of the Lead
Manager (http://www1.caixa.gov.br/download/index.asp), the Issuer
(http://cemiggt.infoinvest.com.br), the CVM (www.cvm.gov.br) and CETIP
(www.cetip.com.br).


 


For more information
in relation to the Offering and the Securities interested parties should visit
the head office of the Lead Manager at the address indicated in item 5 above,
or at the CVM, at the CETIP or at the head office of the Issuer, at the
addresses indicated below:


 


CVM (Comissão de Valores Mobiliários –
Brazilian Securities Commission)
 Rua
Sete de Setembro 111, 5th Floor

Rio de Janeiro – RJ


 


Rua Cincinato Braga, 340 – 2nd,
3rd and 4th Floors

São Paulo – SP


 


CETIP (Câmara de Custódia e Liquidação -
Custody and Settlement Chamber)
 Rua
Líbero Badaró, 425, 24th Floor

01009-000 – São Paulo – SP

www.cetip.com.br


 


Headquarters of the Issuer: 


 


CEMIG GERAÇÃO E
TRANSMISSÃO S.A. 
 Av.
Barbacena, 1200, 12th Floor, B1 Wing, Santo Agostinho,

Belo Horizonte, Minas Gerais, Brazil

Att: Cristiano Corrêa de Barros

Telephone: (31) 3506-4999

Fax: (31) 3506-5068
  Email: cbarros@cemig.com.br

http://cemiggt.infoinvest.com.br/


 


Date of commencement of the Offering: 5 (five) business days after the
publication of this Commencement Announcement, that is to say December 17, 2007 as
stated in item 4.2.  The application for
registry with the CVM was made on December 7, 2007, in accordance with CVM Instruction 429.


 


The registration of this distribution with the Securities Commission
(CVM) aims only to guarantee access to the information that will be given by
the Issuer at the request of the subscribers in the location mentioned in this
Announcement of Commencement, and does not constitute a guarantee by the CVM of
the truthfulness of the information, nor any judgment in relation to the
quality of the Issuing Company or in relation to the Securities to be
distributed.


 


	
  

  	
  This public offering was
  prepared in accordance with the Self-Regulation Code of ANBID for Public
  Offerings for Distribution and Acquisition of Securities, which is an
  integral part of the Minutes registered 

  



 

















 


	
   

  	
  with the Fourth Notary’s
  Office for Registry of Legal Entities of the City of São Paulo, São Paulo
  State, under number 4890254, and this present Public Offering thus meets the
  minimum standards of information contained in the code, and ANBID shall not
  have any responsibility for the said information, nor for the quality of the
  Issuer, the Offering Parties, the participation institutions or the
  Securities that are the subject of the Public Offering.